Webcast/virtual meetings are meetings where shareholders attend via a live online webcast. The webcast meeting platform allows shareholders to ask questions, vote and participate electronically in real time, as opposed to travelling to the meeting's physical location.

Holding a shareholder meeting via online webcast is in line with our sustainability vision and belief and allows us to embrace the latest technology to provide easy access, improved communication, and cost savings for our shareholders and the Company.

We believe hosting an online webcast meeting helps enable greater participation by our shareholders by allowing shareholders to participate online from any location around the world.

Shareholders (registered, non-registered and holders of Employee Shares) will be able to participate (attend, vote and ask questions) in the Meeting. Others, such as guests and media will be allowed to attend the Meeting through the live webcast platform in listen mode only. They will not be able to submit questions or vote.

To access the webcast meeting platform, you will need an internet-connected device, such as a laptop, computer, tablet or smartphone. You should ensure you have a strong, preferably high-speed, internet connection. The Meeting platform is fully supported across browsers (such as Chrome, Edge or Firefox and Internet Explorer) and devices running the most updated version of applicable software plugins. The Meeting will begin promptly at 10:00 a.m. (EDT) on April 25, 2023. Online check-in will begin starting fifteen (15) minutes prior, at 9:45 a.m. (EDT). You should allow ample time for online check-in procedures.

You will need to visit www.virtualshareholdermeeting.com/CNI2023 and check-in using your 16-digit control number included either on your proxy form or voting instruction form, as applicable. Guests will be allowed to log-in as guests (no control number required).

CN is also providing a toll-free conference call for shareholders that do not have internet access or that prefer that method, either to verbally ask a question at the Meeting, or to listen in as an alternative to the webcast. To join the conference call, you must call 1-888-950-2104 (Canada and U.S.) or 1-929-529-2854 (International). Using your 16-digit control number included either on your proxy form or voting instruction form, as applicable, you will be able to listen to the Meeting proceedings and submit your question verbally during the Meeting; however, you will not be able to vote your shares on the phone via the conference call during the Meeting and will have to use the online webcast for that purpose if you have not done so in advance of the Meeting. Guests will not be allowed to dial into the conference call.

Shareholders can submit a question in advance of the Meeting by going to www.proxyvote.com and logging in using the 16-digit control number included either on their proxy form or voting instruction form, as applicable. Once past the log-in screen, please click on “Questions for Management”, type in your question and click “Submit”.

Shareholders may ask a question during the Meeting in two ways:

• In writing through the live webcast at www.virtualshareholdermeeting.com/CNI2023 after logging-in, type your question into the “by logging in, typing their question into the “Ask a Question” field, and clicking “Submit”; or


• verbally through the conference call by dialing 1-888-950-2104 (Canada and U.S.) or 1-929-529-2854 (International) using their control number. A meeting operator will queue-in the question and open the line at the appropriate time.



Guests will not be able to submit questions either before or during the Meeting.

Please review the Meeting Rules of Conduct to review the protocol around the Question and Answer period.

Your 16-digit control number is printed on the back of your proxy form or voting instruction form, as applicable.

If you have difficulty locating your 16-digit control number, please contact Broadridge at 1-844-916-0609.

For any technical difficulties experienced during the check-in process or during the Meeting, please call the technical support number that is posted on the Virtual Shareholder Meeting log in page (www.virtualshareholdermeeting.com/CNI2023). Technicians will be available to assist you.

You will be asked to vote on four items of business:

• Election of management’s nominees as directors
• Appointment of KPMG LLP as auditors
• Approval of the Company's approach to executive compensation
• Approval of the Company’s Climate Action Plan

These items of business are described on pages 10-11 of our Management Information Circular. Management is not aware of any other matters that may come before the Meeting.

You are entitled to receive notice of and vote at the Meeting, either live or by proxy, if you held common shares of CN (as a registered or non-registered holder or a holder of Employee Shares) as at the close of business on March 3, 2023 (the Record Date). As of the close of business on the Record Date, CN had 667,553,397 common shares without par value outstanding. Subject to the voting restrictions described below, each common share carries the right to one vote.

Our articles of continuance, as amended, provide that no person, together with his or her associates, shall hold, beneficially own or control, directly or indirectly, voting shares to which are attached more than 25% in the aggregate of the votes attached to all our voting shares that may ordinarily be cast to elect directors of the Company. In addition, where the total number of voting shares held, beneficially owned or controlled, directly or indirectly, by any one person together with his or her associates exceeds such 25% maximum, no person shall, in person or by proxy, exercise the voting rights attached to the voting shares held, beneficially owned or controlled, directly or indirectly, by such person or his or her associates.

If you wish to vote at the Meeting, you do not need to complete or return your proxy form or voting instruction form, as applicable. The day of the Meeting, whether you are a registered or non-registered shareholder or holder of Employee Shares, you will be able to vote via the live webcast by completing a ballot online during the Meeting. You will need to visit www.virtualshareholdermeeting.com/ CNI2023 and check-in using your 16-digit control number included on your proxy form or voting instruction form, as applicable, as further described under the “Attending the Online Meeting” section of our Information Circular.

No. You can vote in advance of the Meeting, as in prior years. Voting in advance of the Meeting remains the easiest way to vote your shares. Please consult the Management Information Circular for details on the different ways in which you can give your voting instructions.

If you have questions about voting or information contained in the Management Information Circular or require assistance in completing your form of proxy or voting instruction form, as applicable, you may contact:

• Morrow Sodali, the Company's proxy solicitation agent in Canada and the U.S., toll-free in North America at at 1-888-999-0818 or at 1-289-695-3075 outside of North America, or contact them by e-mail at assistance@morrowsodali.com 

Yes. You may revoke your proxy at any time by:

• voting again on the Internet or by phone or fax before 5:00 p.m. on April 24, 2023 (EDT);
• completing an instrument in writing (which includes another form of proxy or voting instruction form, as applicable, with a later date than the date of your initial vote) executed by you or by your attorney (duly authorized in writing), and either (1) deposited with the Corporate Secretary of the Company at the registered office of the Company (935 de La Gauchetière Street West, 16th Floor, Montreal, Quebec, Canada, H3B 2M9) at any time up to and including 5:00 p.m. on April 21,2023 (EDT) or (2) filed electronically with the chair of the Meeting (at CN_Chair@cn.ca) prior to the commencement of the Meeting on the day of the Meeting;, or in any other manner permitted by law.

You may request paper copies of either the Management Information Circular, the Financial Statements and the related Management's Discussion and Analysis at www.proxyvote.com or by calling 1-877-907-7643 and entering the 16-digit control number provided on your proxy form or voting instruction form and following the instructions provided.

A replay of the meeting will be available on our website (www.cn.ca/en/investors) along with meeting materials. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will also be posted as soon as practical after the Meeting and will remain available until one week after posting.